Constitution and By-Laws

Constitution and Bylaws for the New York Press Photographers Association, Inc.

The Constitution and Bylaws of the New York Press Photographers Association, Inc. as revised by a Constitutional Convention duly held on May 17, 1971, and to take effect on that date, and as amended by vote of the membership at various times through May 30, 2007. Organized in 1913. Incorporated in the State of New York November 25th, 1938.

ARTICLE 1 - NAME

Section 1: The name of this organization shall be The New York Press Photographers Association, Incorporated (hereafter called NYPPA).

ARTICLE 2 - OBJECT

Section 1: The object of the NYPPA shall be:a. To promote and protect the interests and welfare of the press still and video photographer,b. To advance press photography through education of our members and the public, andc. To create and promote among its members cooperation, fraternalism, the interchange of thought and opinion, and a high standard of conduct.

ARTICLE 3 - MEMBERSHIP

Section 1: Membershipa. Regular Membership shall consist of Press Photographers working for recognized daily newspapers, news photo wire services and picture agencies, magazines and television news organizations. The Board of Trustees in the exercise of its sole discretion shall determine what organizations shall be considered as recognized organizations. Regular Members shall pay yearly dues as set by the Board of Trustees to remain members in good standing. Regular Members should, at the time of their admission, derive a majority of their income from press photography. Members admitted as Regular Members shall remain such as long as they maintain their membership even if their status as Press Photographers may change.

b. Associate Membership shall consist of persons who are or were active in the media and in related fields. Associate Members may not vote or hold elected office, however they may serve, vote and participate fully on committees of the NYPPA. Associate Members shall pay yearly dues as set by the Board of Trustees, which may be the same, or more or less than Regular Membership dues. Any Associate Member who shall meet the qualifications of Regular Membership after becoming a member of the NYPPA shall, upon application to and approval of the Board of Trustees, immediately become a Regular Member.

Section 2: An applicant for Regular Membership must be an active Press Photographer for a period of not less than one year immediately preceding the application for membership. Applicants for Associate Membership do not require a waiting period for submitting an application for membership.

Section 3: The Metropolitan area is hereby taken as defined by Rand McNally as being that area enclosed within a 75-mile radius from the intersection of 42nd Street and Fifth Avenue of New York City. All applicants for Regular Membership must live or have offices within that radius.

Section 4: A Regular Member in good standing who having reached the age of sixty (60) years and who has been a member of the Association for twenty five (25) years shall be declared a Life Member and pay $40 annual membership dues. Members who were Life Members previous to June 30 1984 will not be required to pay any dues.

Section 5: Any Regular Member who in the sole judgment of the Board of Trustees, becomes permanently disabled or incapacitated may become a paid up Life Member of the NYPPA.

ARTICLE 4 - ADMISSION TO MEMBERSHIP

Section 1: Application for membership shall be made in writing on a designated membership form, accompanied by facial photographs and appropriate dues and fees for the current year.

Section 2: The Secretary shall submit each complete application for membership to the Board of Trustees at the meeting following the date of such application. The Board of Trustees shall review the fitness and qualifications of the applicant under Article 3, Sections 1a and 1b and certify the eligibility of each applicant, and if the applicant qualifies shall enter the applicant onto the membership rolls of the NYPPA and so inform the applicant.

Section 3: If the Board of Trustees does not approve the application, the applicant may request that such application be taken up for a vote by the membership at the next membership meeting. The Secretary shall notify the members of such application and the request for a vote to be taken. At that meeting all Regular Members present shall vote upon the application and the applicant to be elected must receive not less than three fourths of the total vote cast.

Section 4: Applicants shall become members immediately upon the decision of the Board (or membership meeting) and the payment of all dues and fees owed. All dues and fees paid by a rejected applicant shall be returned to that applicant. Any rejected applicant may reapply after one year for membership.

ARTICLE 5 - OFFICERS AND TRUSTEES

Section 1: The officers shall be as follows: President, Vice-President, Secretary and Treasurer. To qualify for office, the President and Vice-President each must be a Regular Member of the NYPPA in good standing for a minimum of two years and must have been a member of the Board of Trustees in order to qualify for election. Each officer’s term shall be for two years. The Regular Members as set forth below shall elect the officers.

Section 2: There shall be a Board of Trustees consisting of the President, Vice President, Secretary, Treasurer and ten other members of the NYPPA plus, from the moment of retiring from office, the prior President of the Association, who shall serve until the next election. Candidates for the Board of Trustees must be Regular Members in good standing of the NYPPA for a minimum of one year. The term for each Board member shall be for two years.

Section 3: Nomination and election of officers and trustees shall be as follows: The President shall name a nominating committee consisting of three members by September 30 of each expiring two year election term and the members of this committee shall be announced at the October membership meeting. At least one Board member shall serve on this nominating committee with two other regular members. The nominating committee shall nominate at least one candidate for each of the officers and ten additional candidates for election to the Board of Trustees. The Secretary shall present these nominations to the general membership meeting in January. Additional nominations for officer or trustee may be made by petition. Each such petition must bear the signatures of at least 15 members in good standing and the signature of the nominated member confirming his or her consent to run for the office. Such petitions must be delivered to the Secretary by March 1. Every candidate for office must be a Regular Member in good standing and shall signify consent before the candidate’s name is placed upon the ballot. Thereafter the Secretary shall prepare the ballot containing the names and the offices for which they have been nominated, respectively. These names, under each office, shall be placed as drawn by lot. Ballots shall be mailed to all regular members in good standing by March 30. All ballots must be returned to the NYPPA office by April 30 by 5 p.m. and shall be counted by the Secretary in the presence of the Board of Trustees as soon after April 30 as practical. The ten Board of Trustees candidates who receive the most votes shall be elected. In the event that there should be a tie vote for any office or for the tenth place Trustee, a new election shall be held for those offices, ballots to be mailed by May 18 and returned by May 28 at 5 p.m.

Section 4: Newly elected officers and trustees shall take office May 30, although they may be sworn in at the next membership meeting.

Section 5: In the case of the death of any officer or trustee, or his resignation or failure to continue as a member in good standing of the NYPPA, the Board of Trustees shall promptly appoint a successor. Any successor so appointed shall hold office for the remainder of the term of that office. However, in the event that the President cannot continue in office for the above reasons, the Vice-President shall succeed to that office, and the Board of Trustees shall appoint a new Vice-President. Any member of the Board of Trustees who fails to attend five meetings a year, unless excused by the President, shall be automatically dismissed.

ARTICLE 6 - DUTIES OF OFFICERS AND TRUSTEES

Section 1: The PRESIDENT of the NYPPA shall preside at all meetings of the membership and Board of Trustees, but may not make or second any motion. The President shall appoint all committees and their chairpersons and must enforce observance of the Constitution and Bylaws of the NYPPA, as well as supervise elections. The President shall be an ex-officio member of all committees.

Section 2: In the absence of the President at any meeting, such meeting will be chaired by, in order, the Vice-President, Secretary, or Treasurer. If no officer is present, the majority of the members present at such meeting shall elect a presiding officer for that meeting.

Section 3: The VICE-PRESIDENT shall preside in the absence of the President at all meetings and shall succeed to the office of President upon his resignation or death and shall be an ex- officio member of all committees. The Vice-President shall act as the President in emergency situations in the event of the President’s extended illness or absence, as authorized by the President or the Board of Trustees. The Vice-President shall keep a record of all property owned by the NYPPA and all new property acquired during that officer’s term, and the location of same.

Section 4: The SECRETARY shall keep a roll of the membership of the NYPPA and a record of the membership of the Board of Trustees and all committees; shall notify all members of any meeting of the membership; shall keep a true record of all meetings of the membership and the Board of Trustees, which must be read at the following membership meetings; shall keep a record of attendance at such meetings and certify that a quorum is present at all meetings; shall prepare, mail, receive and count ballots for election of officers; shall supervise the archiving of all NYPPA records and correspondence; and shall, at membership meetings, see that only members and invited guests attend membership meetings and that only Regular Members vote at membership meetings or by ballot and enforce all rules and regulations at the direction of the President.

Section 5: The TREASURER shall be the chief financial officer of the NYPPA; shall collect and promptly deposit all moneys payable to the NYPPA; shall keep a record of all dues paid by the members of the NYPPA and shall notify all members who are suspended for non payment of dues or other indebtedness to the NYPPA; shall supervise payment of NYPPA debts; shall prepare a financial report to present at each meeting of the Board of Trustees and/or the membership; shall prepare an annual financial statement for presentation by the Board of Trustees and President to the membership at the first membership meeting after the end of the financial year. The Treasurer shall maintain for the entire membership a full financial report and must provide such report within five days of a written request of any member in good standing. Failure to do so shall be grounds for removal by the Board of Trustees for cause. The Treasurer shall supervise an annual audit by a Certified Public Accountant (such CPA shall be approved by the Board of Trustees) at the end of each financial year and such audit shall be provided the Board of Trustees following such audit.

Section 6: The BOARD OF TRUSTEES shall generally meet at least once a month except during July and August, (but the failure to hold meetings in each month shall not in any way affect the validity of the action of the Board or give rise to the ability to terminate for cause), and at the call of the President or any three members in good standing. A quorum for any such meeting shall be not less than seven members. The Board of Trustees shall, in addition to duties called for in other sections of this Constitution, investigate and approve all applications for membership in the NYPPA, be charged with the general supervision of the affairs and property of the NYPPA, control and manage the assets of the NYPPA in accordance with Article 7 of this Constitution, and formulate policies of the NYPPA and interpret and enforce the Constitution and Bylaws.

Section 7: Every officer upon leaving office shall deliver to his successor all papers, books, documents, records and moneys belonging to the NYPPA that should or may be in his possession. All such records that are not current should be turned over to the Secretary for archiving. All records must be kept intact, and may in no way be altered, mutilated or changed. However, records over ten years old may be archived in computer storage and the original records destroyed. Upon application of the Secretary and approval of the Board of Trustees, records over ten years old considered out of date and not needed might be destroyed.

ARTICLE 7 - MANAGEMENT AND CONTROL OF ASSETS

Section 1: The Board of Trustees shall have broad discretion to manage and control the assets of the NYPPA, within the framework provided by the Constitution and By-Laws.

Section 2: There shall be maintained in a bank in the City of New York a checking account in the name of the NYPPA to be used for the transaction of the business of the NYPPA. The Board of Trustees shall set the amount in the account and may change such amount at any time, based on the recommendation of the President and Treasurer. Withdrawals from and deposits to this account shall be made by the Treasurer or President and countersigned by the other, or the Vice- President. All withdrawals of NYPPA moneys must have the signatures of two of these three officers.

Section 3: The Board shall have the power to invest all moneys not needed for the checking account in interest bearing bank accounts, obligations of the United States of America, or mutual funds. Such investments may be made by a majority vote of the Board of Trustees. Withdrawals from and deposits to these accounts shall be made by the Treasurer or President and countersigned by the other, or the Vice-President. All withdrawals of NYPPA moneys must have the signatures of two of these three officers.

Section 4: The Board of Trustees must approve all expenditures over $1000.00.

ARTICLE 8 - MEETINGS

Section 1: Membership meetings of the NYPPA shall be at least four times per year in approximately January, April, June and October. Other membership meetings may be called by the President, Board of Trustees or by written request of five members in good standing at any time. The President shall set the date and time for all meetings and members must have seven days advance written notice (notice to a valid e-mail address shall be considered written notice to members with e-mail) of the date and time of all meetings.

Section 2: Ten percent of the current Regular members of the NYPPA in good standing shall constitute a quorum for any membership meeting.

Section 3: All membership meetings shall be conducted in accordance with Parliamentary Law, as contained in Roberts’ Rules of Order or such other procedures as may be set forth in the Bylaws.

ARTICLE 9 - DUES AND FEES

Section 1: The Board of Trustees shall set all dues and other fees charged to members of the NYPPA and the dates these are payable. Such dues and fees must be approved by the membership by a majority vote at the next membership meeting after such dues and fees are set or changed. The Board of Trustees may waive dues and/or fees for a period of time for any member suffering economic or personal hardship.

ARTICLE 10 - RESIGNATION AND TERMINATION

Section 1: Resignations of members shall be made in writing to the Secretary.

Section 2: Any member who fails to pay dues and required fees within three months shall be suspended from membership, and may not vote or participate in the benefits and obligations of membership while such membership is suspended. After one year, if such member is still in arrears, his membership shall be terminated.

Section 3: Any member may be suspended, terminated, and otherwise penalized for any conduct that is improper or prejudicial to the NYPPA’s best interests. If allegations are made about the conduct of any members, the Board of Trustees shall interview such member(s) and allow them to respond to any charges against them, and may take action by majority vote. Any member terminated or otherwise penalized may appeal such decision in person at the next membership meeting, with notice given all members by mail of such action and appeal. A two-thirds favorable vote by the membership shall be required to overturn the Board of Trustees decision.

ARTICLE 11 - IMPEACHMENT

Section 1: All officers and trustees of the NYPPA must enforce and sustain the Constitution and Bylaws. Any officer or trustee who fails to do so shall be sanctioned as set forth below.

Section 2: An officer or trustee may be suspended for behavior detrimental to the best interests of the NYPPA by a two-thirds vote of a membership meeting. If an officer or Board member is suspended, formal charges must be brought before the Board of Trustees within fourteen days by members who levied the charges or the suspensions shall terminate. The suspended officer or Board member shall have the right to be present at any Board deliberations and present a defense, but may not vote. The Board shall deliberate the charges and if sustained, shall vote to refer the charges to the general membership at a special meeting under ARTICLE 11, Section 3.

Section 3: An officer or trustee may be removed from office for cause by a two-thirds vote at a special membership meeting; provided that such officer or trustee shall have received written charges from the Board of Trustees by registered return receipt mail sent to that officer’s address of record. The Board of Trustees shall present the charges to the membership and the charged officer or trustee shall be able to offer an explanation at such meeting. Each member shall have been notified at least seven days in advance by mail as to the date and time of such meeting and the nature of the charges. Such meeting must be held not less than 14 days or more than 31 days after such charges have been mailed (postmarked) to the officer.

ARTICLE 12 - BYLAWS

Section 1: From time to time The Board of Trustees may create Bylaws as needed for the proper functioning of the NYPPA. Such Bylaws must be approved by a majority vote of the membership at a general meeting.

ARTICLE 13 – ON-LINE VOTING

Section 1: Provision may be made in the Bylaws for on-line internet voting in addition to or instead of voting by mail, provided it can be guaranteed that every member will have the opportunity to vote.

ARTICLE 14 - AMENDMENTS

Section 1: Any amendment to this Constitution must be proposed in writing by six members in good standing at any membership meeting, or by a proposal in writing to the Board of Trustees.

Section 2: The Board of Trustees at their next meeting shall review such amendment(s) and the Board of Trustees shall determine whether to recommend the acceptance, modification, or rejection of such amendment(s) at the following membership meeting.

Section 3: By majority vote the membership may accept the original amendment(s), accept any modifications recommended by the Board of Trustees, or reject the amendment(s). A vote of the membership may table such amendment(s) to a later meeting, or may send changes in such amendment(s) back to the Board of Trustees for further review of changes made, in which case the Board must offer the amendment(s) at the next membership meeting. Amendment(s) accepted shall be placed on a special ballot that must be mailed to all Regular Members in good standing, in which case an amendment is adopted if it is approved by a majority of the returned ballots 30 days from the date of mailing.

ARTICLE 15 - RATIFICATION

Section 1: This Constitution shall take effect immediately upon the Secretary certifying that the necessary votes of the members have ratified it.

Section 2: The Secretary shall have copies of this Constitution printed and distributed to each member of the NYPPA, and to each new member who shall join the NYPPA, or it can be displayed and available for download at the NYPPA web site.

BYLAWS OF THE NYPPA

ARTICLE 1 - OATHS

Section 1: The following affirmation shall be required of all new members and shall be administered by the President at a place and time determined by the President, usually at a membership meeting following the admittance of such new member: “I do hereby promise that I will obey and strictly observe the Constitution and Bylaws of the New York Press Photographers Association and I do further declare that I will entertain no ill will toward any of my fellow members”.

Section 2: The following affirmation shall be required of all elected officers and Trustees and shall be administered by the President, or the President’s designee, as soon as practical after their taking office: “I do hereby pledge myself faithfully to perform to the best of my ability the duties of (name of office) as specified in the Constitution and Bylaws of the New York Press Photographers Association, and to uphold that Constitution and the Bylaws at all times”.

ARTICLE 2 - ORDER OF BUSINESS

Section 1: This shall be the order of business for all meetings of the Board of Trustees or the membership:1. Call to order2. Roll call of members by the Secretary, who shall certify the members qualified to vote.3. Certification by the Secretary, or in his/her absence such officer or member appointed by the President, that a quorum is present.4. Reading and approval of the minutes of the previous membership meeting.5. Reading of the minutes (in summary) of the Board of Trustees meetings since the last membership meeting. This may be waived if copies of the minutes are available for each member to inspect and read, or if such minutes have been published in the NYPPA newsletter.6. Installation of new members.7. Report on correspondence received by the Secretary, and any news on the health of members and the good and welfare of the NYPPA.8. Report of each active committee.9. Report of the Board of Trustees by the President.10. Report of the finances by the Treasurer.11. Report on new members accepted and the administration of oaths to the same.12. Unfinished business.13. New business.14. Adjournment.

Section 2: No business shall be taken up out of this prescribed order, unless the meeting shall be called in advance to address only subject(s) described in advance of such meeting, or that on motion a majority of those at a membership meeting approve suspension of this order.

ARTICLE 3 - RULES OF ORDER

Section 1: These rules of order apply to all meetings of the NYPPA and to those members in good standing qualified by election or membership to attend such meetings.

Section 2: A member must obtain the floor in order to make or second a motion or to enter into debate over any motion. The desire to obtain the floor shall be indicated to the presiding officer (Chair) by the raising of a hand. Motions may be made, or seconded, by any member, except by the Chair. A motion shall die for lack of a second. After a motion has been made and seconded the members may discuss said motion. The Chair shall choose each speaker in turn to speak and each speaker shall have up to five minutes to speak uninterrupted except that the Chair may interrupt to call for order or call the expiration of the allotted time. If a member feels the Chair is ignoring him, he may call for general consent to speak. The chair may grant five-minute extensions to speakers who have the floor, and may grant one minute to previous speakers to reply to specific items in the debate. A member after thirty minutes of discussion, may rise and “call the question” forcing the Chair to call a vote on closing debate. If the debate is closed, the motion on the floor shall then be put to a vote without further debate.

Section 3: The Secretary may ask the Chairman to have any motion presented in writing.

Section 4: A member may have the floor immediately on a point of order to reconsider a vote, to propose to take a question from the floor to table, or change the wording of that member’s original motion. Using a point of order, a member may move for a secret ballot for voting on the motion on the floor.

Section 5: Except as otherwise stated in the Constitution, votes at all meetings shall carry by a simple majority. The membership at any meeting may vote for a secret ballot on any motion by a simple majority.

Section 6: The Chair may call a short recess, not to exceed ten minutes, before taking a vote on any motion.

Section 7: The membership may vote to table any motion to later in the meeting or to the next scheduled meeting. A majority shall be required to bring it to the floor again, unless such time to bring it to the floor again was agreed in the original tabling motion. After two meetings any tabled motion shall die.

Section 8: If a member shall become disorderly the Chairman may order such member ejected from the meeting.

ARTICLE 4 - BALLOTING FOR BIANNUAL ELECTIONS

Section 1: For the biannual elections of officers and Trustees such elections shall be by secret ballot.

Section 2: Ballots shall be mailed to Regular Members in opaque envelopes. On each ballot shall be instructions to the member on how to vote, on the reverse of each ballot or on the top part of the ballot above the candidates for each office as well as any constitutional amendments or other questions being put to the members’ vote. Each ballot shall be numbered to correspond to the numbered return envelope, the number being placed at the top of the ballot where the voter may remove it before returning the ballot. The ballots shall be returned in the numbered envelope and shall be held unopened until the Secretary, and such others as he/she and the President may name, shall count the ballots on the appointed date. The Secretary shall check each numbered envelope against the list of voters, but shall take care to separate all validated envelopes from the ballots before counting and otherwise insure the secrecy of each member’s vote. Immediately after the count shall have been announced and accepted the envelopes shall be destroyed.

ARTICLE 5 - DUES AND FEES

Section 1: The dues shall be $85.00 for each member, Regular or Associate, payable yearly in January. The dues shall be $40.00 for each Life Member age of sixty (60) years and who has been a member of the Association for twenty five (25) years shall be declared a Life Member. Members who were Life Members previous to June 30 1984 are not required to pay any dues. Dues are payable yearly in January.

Section 2: The Board may assess from time to time fees for certain activities and services, such as boat rides, picnics, educational activities and the photo contest.

ARTICLE 6 - BUDGETS AND FINANCIAL REPORTING

Section 1: The Treasurer, in consultation with the Board of Trustees and the various committee chairmen, shall each year propose a budget for the NYPPA to the Board of Trustees who shall each July enact such a budget for that fiscal year.

Section 2: Each committee chairman shall keep a record of the finances of each committee and make reports to the Treasurer on a regular basis, and at any time upon the request of the President or Treasurer.

Section 1: If any member’s employment status shall change to affect their membership qualifications they must report it to the Board of Trustees.Section 2: Any member who is called to active duty in the service of the United States or shall work out of the country for over a year shall not owe any dues for the period they were in such service.

Section 3: The status of any member claiming unemployment, and their obligations to the NYPPA, shall be determined by the Board of Trustees.

ARTICLE 8 - COMMITTEES

Section 1: There shall be standing committees of the NYPPA whose additional duties shall be determined by the Board of Trustees.

ARTICLE 9 - ESTABLISHMENT OF BUSINESS OFFICE

Section 1: At the discretion of the Membership, the Board of Trustees shall maintain a business office, which may be at the home or office of an officer, and an office employee(s). All such expenses incurred in the management of such an office shall be paid by the Treasurer and reported to the Board of Trustees at each meeting.

Section 2: The NYPPA offices shall be used solely for the conducting of NYPPA business.

ARTICLE 10 - EMBLEMS

Section 1: The Board of Trustees shall supervise the maintenance and manufacture of the emblem of the NYPPA. The Treasurer shall hold custody of such emblems and supervise their issuance to members. A new member shall be provided with one emblem (membership pin) upon payment of dues.

Section 2: Any member may acquire more emblems (membership pins) by paying the cost of such to the Treasurer.

Section 3: The Secretary shall hold the seal of the NYPPA and is authorized to affix it to all official documents of the NYPPA at the direction of the Board of Trustees.